BOARD MEETING: Regular Meeting   DATE: December 19, 2017   MEMBERS PRESENT: Robert T. Green, Jr., Patricia White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker     MEMBERS ABSENT: None     TIME CALLED TO ORDER: 5:30 p.m.     OTHERS PRESENT: David Jones, CEO, Pam Hughes, COO, Allyson Allums, CFO, Dakota Robinson, Controller, Lanell Audirsch, Admin. Asst., Walter D. (Doug) White, Hospital Attorney, Mary Coil, Foundation Executive Director/Marketing Director     BOARD CHAIR:  Robert T. Green, Jr.     SECRETARY:  David Jones     I.  Called to Order – Robert T. Green, Jr., Chairperson, called the meeting to order.     II. Invocation and Pledge of Allegiance – Helen Godfrey-Smith offered the Invocation and Brenda Smith led the group in the Pledge of Allegiance.   III.  Approval / Amend Agenda  –  Robert T Green, Jr. stated it is time for approval or amendment of the agenda. No amendments noted.     Brenda Smith made a motion to approve the agenda as presented Pat White seconded the motion.  The vote: Yea: Robert T. Green, Jr., Pat White, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None. Absent: Kenneth Clay. Abstained: None. The motion passed.      IV.                Community Comments – Robert T. Green, Jr., Chairperson, noted there were no signed Visitor Recognition Cards requesting to address the Board.      V.    Presentation of Fiscal Year End Audit – 2016-2017 By Lester, Miller & Wells, CPA Firm  –  Robert Green noted that the representatives with the CPA Firm, Lester, Miller & Wells, John Wells and Mary Carroll, are here to present the Fiscal Year End Audit report. He asked if the Board was ready to receive the report from Lester, Miller and Wells.     Bruce Walker made a motion to receive the Fiscal Year End Report from Lester, Miller and Wells. David Norman seconded the motion. The vote: Yea: Robert T. Green, Jr., Pat White, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None. Absent: Kenneth Clay. Abstained: None. The motion passed.       John Wells stated he and Mary Carroll are pleased to be here tonight with our audit report on your financial statements. Mary Carroll is the partner in charge of this job. She is the one that has done all the detail work along with some of the staff. John Wells turned the floor over to Mary Carroll. Mary Carroll stated that first they wanted to thank you for the opportunity to be of service again this year. It is always a pleasure to come up and work with the group here; from Administration, to management, the business office; everybody that we touch while we are going around and doing inventory. We appreciate that and we are appreciative of the corporation that we get from everybody. On the Financial Report, we work for you and we report to you as a Board, so one of the things that we report to you are some of the talking notes of what we made as a proposed major adjustments this year. From the June Financial statement that you looked at in July, there are a few changes. We added another $1.4 million dollars in interest and depreciation expense from the addition of the third section of the hospital. We added another $838,000 for Cost Report receivables after the Cost Report was generated. We adjusted Grant Revenue by $1.6 million dollars and a lump sum adjustments and incentives from Medicare and Medicaid was an adjustment of $854,000. There was an adjustment to the self-insured medical insurance liability for $228,000 and as part of the old hospital deconstruction, we popped the bottom line for $279,000 of loss on disposal assets that were demolished. We adjusted accounts payable by $345,000 and sales and property tax accruals were changed by $234,000. Mary said that was a big mouthful. You will see at the very back – she will jump around a little bit – because of the quantity of the number of the adjustments this year, we added another management comment that said we needed some more extra help for reconciliations and to keep the interim financial statements more up to date so that there would not be a big change like this in the future years. We are already working proactively with the Finance Committee and Administration, with Dakota and Allyson and Mr. Jones and we feel like we are already working to move that forward. She is skipping over through the management discussion and analysis. That is usually what you see in layman’s terms, which is on a SEC type company. She is moving to regular page 1 on their letterhead. This is your annual report. Just the pages that are on letterhead are what are the Accountant’s opinion. This is the unmodified opinion, it used to be the unqualified opinion, but some people call it a clean opinion. It’s the best opinion that can be made. It is basically saying that these financial statements are materially correct; they are not perfect, but they are within a reasonable amount that if there were corrections, it wouldn’t change anybody’s assumptions on what they would decide on. We move on to page 4 – she will call it the Balance Sheet (the Combined Statements of Net Position). As a reference for the new Board member that has not seen these annual reports before; this is combined with the Foundation because we consider the Foundation as like a component unit. It was designed just for the sole benefit of the Hospital, so the Foundation’s records have been molded in with the Hospital records on this audit report. On the current assets – cash and cash equivalents considered is a concern because see how cash had dwindled from 2015 to almost $3.5 million to just under $1 million now. That has already been on the radar. That is not any news. She feels like a historian; it is old news. Total current assets are also down and that is a reflection of the cash going down. The best news is that net accounts receivable is hanging in there or going down. That is indicative of quick turn around on those medical charts and collecting as much as and as fast as you can. Down to the Accounts Payable and Accrued Expenses on page 4. What we want to watch out for are accounts payable growing if cash is in a bind. But here, it gets a little bit skewed because there are construction payments in that line. You have to drill down into it and you can’t really see it on a one page balance sheet. Don’t be alarmed because there is a $2.3 million dollars in there because there is a construction payment that is accrued in there. That is related to the limited use assets in the current section. One of the last high points that we want to talk about is the current ratio. A lot of bankers want to see a 2.0 current ratio double the current assets to liabilities. Last year we were holding even at 2.0, which would be a relative healthy number, now we are down to a l.6. We are probably going to want to look at that. Helen Godfrey-Smith inquired what page she found those ratios. Mary Carroll replied that they calculate those and she writes them in so they are not in the report anywhere. John Wells noted what she is doing that she takes the 2016 if you take $6,174,000 in the middle column and divide that by $3,109,000 – that is the 2.0 and if you go to the current year you have $5,583,000 divided by $3,550,000 that is works out to 1.6. If you look at National numbers for Critical Access Hospital, those National numbers in those books that we talked about, it is 2.8. You need to look at what your bond covenant say that you have to keep them at to see if you have problems with the bond covenant. Management is aware of that and they are going to start working to put that in the financials so you will have an idea of where you stand on each one of the covenant provisions that you have got to adhere to as you spend all of the bond money. All those covenants kick into play. Helen Godfrey-Smith noted that in 2015 we had $8.1 million and $4.1 million so that was about 2.0.    Mary Carroll stated now move to page 5. This is the Combined Statements of Revenue, Expenses and Changes in Net Assets, aka, the Income Statement. Operating Revenues.  This is net of contractual adjustments and allowance for bad debts. This is what we anticipate to be cash in the bank. It’s fairly even with the previous year; just slightly down. We also take that first line and divide it by the number of calendar days in the year and we try to get to an average net patient revenue per day. That is running just under $51,000 per day. It is up from $46,000 in 2015. Patient volume is on the right uptick. We anticipate, and you will probably hear from Dakota and Allyson, through the five months ended in November, that we are getting rid of the renovation and all of the interruptions from that and you can see that number even rising more this year. Salaries is one of the biggest expenses for a hospital and operationally that is typical here – $10 million to $11 million to $12 million is increase in salaries expense. Some of that can be explained by a shift from physician employees and contract labor and other things like that, but just kind of watching, we expected to see some inefficiencies during the construction period, but that should level out now. Operating Expenses are in the middle of the page. Here is another way we want to look at things analytically. We want to take the total operating expenses and reduce it by depreciation and amortization. Because everybody knows that the depreciation and amortization is not a true expense; it is a paper number. The money is already out the door when you bought or paid for the equipment. This is what she would call cash outlay expenses would be. She got these numbers written in here because she already calculated.  $21.6 million up from $20 million in 2016, up from $18.5 million in 2015. We are going to watch that too.  Some of the biggest numbers there is the sales tax revenue and the property tax revenue that was just renewed a year ago. We can see that our net operating loss of $3.4 million, we add back these other revenues that are not really revenues from treating patients and we get down to a net loss for this year of $2,400,000. Do you remember about five years ago there was a feasibility study – we saw this coming. We are, in the medical analogy, we are in the rehab after we got a new hip or new knee. We are in the painful net loss part. Net position is down and that is just the relationship to the net loss. John Wells noted that the $2.4 million loss that you have right there, with the numbers that are already changing, under Gain or Loss on Disposition of assets – if you take $280,000 out of that $2.4 million loss, you won’t have $2.4 – you are down to under $2.2 million. One of the things that happens, you get some supplemental funding that comes through the State through another hospital – now called Intergovernmental Transfer – it use to be called Uncompensated Care – last year in these financial statements that number is about $700,000. The number in the current year that you are getting is $1.9 million. That will add $1.2 to that number and now, instead of having $2.4 million loss this year, you will anticipate it drop to $1 million. That is where you need to start working on how do we mitigate the future losses. Some of that is like Mary is talking about its depreciation, you have already spent the money, you still have to worry about the cash flow and getting that cash flow straightened out. You have already handled a substantial part of the loss from last year to what you should be experiencing in this year. John ask if there were any questions. There were none. Mary said she is going to keep it short and sweet and hit the high points. She is going back to page 47. These are required disclosures. They have inserted their opinions and their findings in the back of the audit report. Since this is a governmental audit they are required to report to you as a Board and then this becomes a publicly released document on the legislative website. We are explaining that we have three findings this year. They are different types of findings. One is a significant deficiency; one is a material weakness and one is a compliance matter. You are used to seeing those and this starts on page 52. Segregation of duties – that is the nature of the beast. This is a critical access hospital. You are trying to control costs and personnel and there not enough people to split the duties around. We just try to mitigate that with management oversight as best we can. When you have a clinic that 3 or 4 employees that is almost impossible to do. What the Legislative Auditor would say would say is that is something with cause that we just have to work with. They are used to seeing that in these types of engagements. Account Reconciliations – she has already discussed that. We are already working with progressing with that. This is one of those times where we will just keep on working on getting some help in and freeing up time from the distraction of the construction and everything else going on. John Wells noted that what we talked about with the Finance Committee and with Management is to help staff catch up on some of this. You probably need to hire an outside consultant or accountant. We can’t do that because then we would be auditing our own work. That impairs our independence and we could not do the audit. We recommended an individual’s name that has worked in healthcare for about 20 years. He was a nursing administrator for a while; he went back to school to get an accounting degree, is a CPA and lives in Rayville and works out of West Monroe. John Wells thinks that he would be a good candidate. He is already working with a Critical Access hospital helping them catch up with the reconciliations that need to be done. What we need to see is make a list of all the reconciliations that need to be done; let management and perhaps even this individual report back to the Board what’s the progress they are making on a monthly basis. All the reconciliations – we want to know if it is reconciled or is it not reconciled. If it is not reconciled, tell us which ones are not so we know to watch more carefully for those next month – whether it is accounts payable, accounts receivable or cash – any kind of reconciliation for what you report in the general ledger and in your financial statements back to the subsidiary underlying records. We have it materially close – you can’t do that in accounting. When you get into bookkeeping, it has to balance. It is not like that materially correct in examining the financial statements. That is what we are after. We are on the right track. He is talking about hiring someone part-time – once or twice, maybe three or four times a month for the first three or four months; maybe extending through seven months so you get to June 30th so when we come back in next year as auditors we don’t have any discrepancies like this and we can tell the Legislative Auditor that this finding has been cleared; which is what the Legislative Oversight Committee wants to hear from the Legislative Auditor. That is their recommendation. If you are not happy with the individual that we have recommended to David Jones that you find somebody else you are comfortable but it needs to be somebody that has significant healthcare experience where they know all the debits and credits; what contractual adjustments mean. What does it mean that the charge means nothing, it’s what I am actually going to collect and how am I going to decide on what that estimate is of what I’m going to collect. Cash – cash comes in from so many different sources; so many different contracts. Are we following the cash flows into the hospital and are getting what we are supposed to get from each of the third party payers whether it is Medicare, Medicaid, Aetna, United – which ever commercial payer; third party payer, are we getting the right amount of money. Those reconciliations are really important and vital to making sure that we get things in the right place. As a part of that, it also bleeds over into trying to make sure that we put things in the right buckets. Like the adjustments – as Mary was talking about occasionally we get something where money came in that was a prior year cost report settlement – we have already recognized that in income but we but we put into this year’s income too and that duplicates it. You don’t want to do that. That is part of the reconciliation process and he thinks this individual can help you do that or whoever you chose to bring in. Mary Carroll stated that last one is the Public Bid Law – we had capital asset that had a deposit back when the construction started and low and behold it broke the $30,000 limit that was supposed to be put out to bid. That is a finding there. Thank goodness it was not used from USDA funds because we were able to say there were no findings on the single audit act part of the funding of what came through the USDA. So it got nipped in the bud. We’ve mitigated that already. John Wells, stated along those same lines, what we are looking for, when this guy comes in, is management continues to go through the current year is to take things like the bond documents and make sure you have all the covenants and you follow all those covenants as you go month to month so at year end when we come in and take a look you have already handled all the problems and we know on the front end we are not going to have to have something written up. It is literally any contract that you’ve got out there, it’s the same thing. You’ve got to take the contracts you’ve got and make sure you are doing the things that you said you would do in those contracts. He knows it is the same thing with the recent settlement that you made with the US Department of Justice on the Sleep Study. There are some things that have to be done timely on that. You need a check list on that so you can mark off each one of those that you as the Finance Committee, you as the Board, want to have Management to report to you the status of those on an ongoing basis so you know that it is cured, the remedies are behind us and we are moving forward.  Mary Carroll stated that regarding the Public Bid Law, you can’t point the finger at one person. It is like the accounts payable, before they cut the check, they should be asking where all the documents are and was it properly bid out before we write the check, and the person signing the check should ask for all the documents before they sign the check. You as a Board, before you approve a major purchase, everybody ought to help remember to say was it purchased under group purchasing contract or was it properly bid out before we authorize you to go out and spend the money to buy it. John Wells said along those same lines, you think you are o.k. under Louisiana Law because you met the bid requirements, you have a group purchasing arrangement that didn’t require bidding it out, then you have the USDA Loan that says you have to go bid it out anyway if you are going to use their money to do it. Every single bucket has a different set of rules and we have to make sure you follow those rules. Bruce Walker asked what the State Bid Laws say as far as amount to be bid. Mary Carroll replied that it depends on what you are buying. Sometimes it’s $10,000 or $15,000 for phone or fax bids; $30,000 for movable equipment; $150,000 for public works. Bruce Walker asked for a copy of the bid law. Allyson Allums noted that she has a copy of the bid law that she will provide to him. John Wells noted that you can go to the Legislative Auditor website and look under “Frequently Asked Questions” and it will point you to those things and it will point you to the specific Louisiana Revised Statues that supports what those thresholds are. Bruce Walker stated that he was familiar with the Fire Service end of it but he had no idea of about the hospitals. John Wells said it should be the same thing for hospitals. If it is Louisiana political subdivision they are all going to be the same thing. The $150,000 has actually indexed up a little bit at times. If you go back to the revised statues you will find specifically what those are. They can get them for him. Mary Carroll noted there are also ways that you can buy off of the state purchased contract. If there is somebody else, such as Bossier Ambulance that was bid out, there was a price that you can tag on to theirs. She thought she was done; one more thing. We didn’t have it ready tonight, but there is something new that the Louisiana Legislative Auditor has required for all governmental Louisiana audits. It is called the Agreed Upon Procedures. Above and beyond the independent audit here that we are presenting tonight, there is another report that is coming to you. That is going to be a list of twenty-five or thirty steps. They are very in-depth steps. We are actually going in looking at cash collection areas, looking at credit cards and many other things. The rules came out and what we are going to be looking at came out in March and we are auditing all the way back from July 2016. Basically the Legislative Auditor has said if we get a clean report, we are going to think you didn’t do any work. Expect a lot of findings on that and that is going to be the norm. Take it as a learning experience and a lot of those items that we are looking for are what we would call best business practices, and if you in management, should be working toward building the policy and procedures putting those steps in place. That is going to be an ongoing agree upon procedure steps. Get ready for that and we will just try to clean up some of those finding for the next year. John Wells, said beyond the Legislative Auditor released a first draft back in March, they have changed it about three or four times and expanded it, and literally in the last thirty days, they have sent out some more clarifications. It is hard to hit a moving target. But we are still going to hit a target – we have to have it finished and have it to you and to the Legislative Auditor by the end of the calendar year. That will be coming shortly. Mary Carrol noted, loose inside of the back cover of the report, there should be a letter that is required communications from them that basically says that they had no disagreement with management. She has already covered the major adjustments. That is required disclosure to you that basically says everything was fine and we appreciate your business and appreciate the confidence that you extended to their firm. John Wells said once you get home and can’t sleep and need reading material, their names and contact information is on their report. Call them and they will be glad to go over any questions you may have. They work for you as a Board, we work with management, and their job is to help you to understand what is going on here and make sure you are around to take care of the people in this area in the future. John Wells welcomed questions. Ronnie Festavan asked if they had a Shreveport office. John Wells responded no; they have one in Alexander and one in Lafayette. John Wells gave his background – he worked doing Compliance Audits from 1972 – 1981 when he went into public accounting. He lived in Monroe and did audits, lived in Shreveport for 5 years ran the audit office here and worked in the State Office for 2 years before he went into public accounting in 1981. He hired Mary out of college – an LSU graduate. Most of what they do is healthcare, most of it is for public hospitals around the State of Louisiana. They work with a group called the Rural Hospital Coalition that works with the Department of Health. It secures a lot of the funding – the $1.9 million funding is the coalition that works with the legislature to try to come up with funds that supplement the rural hospital. This year, in the state budget is $124,600,000 that is in the original budget. He does not feel the state will be able to fund all that – he thinks $110,000,000 – enough to pay you the $1.9 million. We are in pretty good shape. Next year will be a different story – every time the legislature meets and they are short of funds the first place they go is they say, we are going to take some state money away from the small rural hospitals. If you look at the state match it is about 35ȼ on the dollar – you put up State funds, you get back 65ȼ on the dollar in federal funds. The coalition fights to get you as much money as possible. There are fifty small rural hospital in Louisiana that get those benefits and those benefits are under the Rural Hospital Preservation Act and Revised Statutes. This says that Rural Hospitals are an integral part of the healthcare system. They are safety net hospitals and an economical engine that drives the community. You look around the state where the rural hospitals have closed and you will see where the economy has gone to pieces – example Newellton, LA, Arnaudville, Pleasant Hill and there are others. There are fifty hospitals that get protected status under the Medicaid statutes and Legislature has been pretty good. I think Jim Morris has been very helpful in helping to secure funds for the fifty rural hospital. Let’s hope they continue to do that, because without that $1.9 million or $700,000 that was in these financial statements you would probably have a hard time keeping the doors open. It is not uncommon for that in every rural hospital in Louisiana. You read the headlines across the country you will find that there has been some 70 to 80 small rural hospitals that have closed in the last 4 or 5 years. Louisiana has had none – zero. It is primarily because of the Rural Preservation Act; something that the Legislature passed years ago when Dr. Hines was President of the Senate; he pushed it through along with Rodney Alexander who was over the Appropriations Committee at that time; he thinks Joe Salters was the Speaker of the House when that went through. That was a lot of forward thinking people that actually helped to pave the way for you to have extra money to keep the doors open. Otherwise, if you wanted to keep the doors open you would have to go to the taxpayers and ask them for more money. If the State doesn’t come up with that using the Federal match, it has to come from somewhere. Medicare does not pay enough to keep the doors open. Medicaid sometimes does not pay enough to keep the doors open. The bigger hospitals have a bigger problem with Medicaid than you do. Mary was going over with management earlier the Cost Reimbursement for Critical Access Hospitals the next thing Congress did – they couldn’t balance their budget so they said o.k. we are going to impose a sequestration – a 2% reduction in whatever cash they pay you – they take 2ȼ out of every dollar and they send you 98ȼ. You are supposed to get 101% of allowable cost as a Critical Access Hospital, but when you take the 101% and back out 2% sequestrations and then they said if a patient doesn’t pay the deductible or co-pay on hospital stay, instead of reimbursing 100% of bad debts on the Medicare accounts they pay 65ȼ on the dollar cause they feel you are cheating for the other 35ȼ so they take it back another way. The net result is all your Medicare business if you take allowable cost, that is not everything you spend, that is allowable cost for inpatient hospital, swing bed and outpatient services, you have lost about $80,000 for your Medicare patients. Somebody else has to pay the bill. Anyway, he will get off his soap box. Thank you for your time and have a good evening.         Robert Green stated that after hearing the presentation from the auditors is there a motion to accept the report.         Helen Godfrey-Smith made a motion to accept the report of the auditors, Lester, Miller and Wells. The motion was seconded by Pat White.      Robert Green asked if there were any questions or discussion.  Ronnie Festavan addressed Allyson Allums stating that he saw her nodding her head the whole time while he was shaking his. He said he had to be honest with everyone here that he is not sure he understood a lot of what was said. He is not an auditor or CPA. That language seemed to be pretty much direct to that. He assumed she did understand it. He wants to meet with her and have somewhat of a translation. Allyson said certainly. He was trying to write and listen and just did not work out for him. Especially when she moved from page to page. Helen Godfrey-Smith stated that is going to be part of his orientation. So if we can keep it smooth and contained that is planned for him. He asked if they were going to go over the audit report with him.  Helen Godfrey-Smith said maybe not in detail but you can do whatever you want to do afterwards, but that is initially part of your orientation that the committee is working on. He said that should get him started and then he will be looking to Allyson to fine tune it for him. Because they said some things, he guesses, he would be somewhat apprehensive of. Allyson asked as in – he replied when they talk about things that we need to fix. He guesses

that is what he is going to be looking at. Bruce Walker seemed to have some of the same questions. He wonders what they were talking about when they said you need to fix that. He will be looking at things that they said we need to fix. They may be very simple and made a lot more sense to her, but when someone tells him you need to fix something that says to him that something is broken. Robert Green said one thing, in the past we did not have a Finance Committee. The Committee has been talking with the Auditors and we do have a plan and if we at a strategic time discuss what we do have in place, it will give him a better understanding exactly what is going on, he feels we all will begin to better understand what, if we need to fix something, we definitely need to know what is broken. We do have a time when we have strategic planning we will go into Executive Session and discuss some of the things that we have already talked about putting in place and get a report from the Finance Committee. That would help all of us. Ronnie Festavan stated he would yield until such time we can go through that. He thanked Mr. Chairman. Mary Irvin inquired if it would be possible to reconsider the vote and since this is the first time they have seen the audit? They did go over it briefly. Is it within the time frame that they would be able to take the document and process it between now and the next meeting and then vote on accepting it? Helen Godfrey-Smith stated that motion is to accept the report. There is not anything in the motion that would impact the report. We are just receiving it letting the record officially show that we have from a legitimate standpoint doing what we are supposed to do. The statements are audited; we have an opinion and now we have received it and accepting it. Robert Green stated one thing we need is understanding. If you are voting you need to know what you are voting on and why you are voting. No question is a bad question. We need to have an understanding. That is something we are working on. Mary Irvin asked if maybe to consider for the agenda for the next meeting to have a section where we do go back and discuss any of the things that each one of us may have questions about or just to have some conversation about it. Once we have the opportunity to read it. Robert Green stated that there was one thing we heard them say, which he agrees, they are one phone call away. Anything you don’t understand, you have a right to call and ask them. They work for us and if you want to go directly to the source you can. We want a perfect understanding and know exactly what we are doing. To repeat, this is the first time we have a Finance Committee. He is glad about that because we have a go between someone on the Board that can listen and can explain it to us; he is counting on that.  Helen Godfrey-Smith noted the Committee has met with the auditors three times. We have gotten in depth and working on a process. Robert Green stated it is good to know that they have met. Ronnie Festavan requested that the maker of the motion restated the motion.       Helen Godfrey-Smith, to clarify and restate her motion, made a motion to accept the audit of the combined financial statements and the auditor’s report as submitted by Lester, Miller and Wells to the Board tonight. Pat White seconded the motion. The vote: Yea: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None. Absent: None. Abstained: None. The motion passed.      VI.   Minutes – Regular Meeting November 28, 2017  –   The minutes of the November 28, 2017 Regular Board meeting were mailed prior to today’s meeting for review.  Robert Green inquired if there are any corrections to be noted. If not, he would entertain a motion to approve the minutes.      Brenda made a motion to approve the minutes of the Regular Meeting, held on November 28, 2017, as mailed.  Bruce Walker seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None; Absent: None. Abstained: None. The motion passed.     VII.  Old Business  –   1)  Radiology and ER Expansion Update:  David Jones presented an illustration on the expansion of the Radiology and ER. He walked the Board through the illustration. He noted that this is an overlay of our current Emergency Room. He noted the current Ambulance Entrance and the current Emergency Rooms. He noted the current Walk in Emergency Room. What they are trying to do, instead of building out where the MRI unit currently parks, they are proposing building at the walk-in Emergency Room. He noted where they will put in an office, Ultra Sound, Mammography, Bone Density opposed to where it was. Gutting that area and making it MRI. You will have Radiology, the CT Room and where the back door exits through Radiology, MRI will be on the right. Your three main areas of Radiology will be together; CT, MRI and X-ray. Then your secondary ones – ultrasound, bone density and mammography together – a women’s center, per se through there. The expansion into the Emergency Room. There is a design issue that we have always had with the waiting room and admitting. The admitting office is actually chopped off and isolated. When we had a couple of shootings that happened about a year to a year and a half ago – they are all by themselves out there. It was never really designed the way it should be. This will give us an opportunity to flip that and actually make the waiting area a little bit bigger. You include admitting into the Emergency Room where they can walk straight into the ER and register patients there. The ER rooms – we had a large trauma room and three treatment rooms. We will add a treatment room there instead of an office and add two more treatment rooms – we will go from 4 rooms to seven. You are still using the centralized Nursing Station that is already there where they can still see all of the rooms from this Nursing Station.  That is a good centralized area there. That is what we are looking at from an overview – the way it should look whenever we are done. If the bidding process and everything goes that is the way we are hoping it will be. Net effect – four rooms to seven and adding the MRI that the Foundations is working to help fund. That being said from the update standpoint, he should have a contract from the Architect to bring to the Board next month to go forward. Hopefully if we do go forward with that, sometime in March the construction part will go out to bid. We will use Doug White again to help police that bidding process. That was unique the last time we did it. We had construction guys running up and down the building. We gave them a set time to be done and they actually turned things in 20 seconds until the time was up. They are all sealed. They opened them there in front of everybody. Hopefully that process will go forward from there. Brenda Smith inquired if we know yet the cost difference between this versus what they had originally suggested building. David Jones replied it is about the same because it was going to cost so much where the utilities are in the back of the building. Bruce Walker asked if he was wrong in thinking there was monies left over from the construction. David Jones said yes – right at $2 million dollars. Brenda Smith stated Bruce Walker was right in thinking that. Bruce Walker said that will take care of this construction. David Jones stated there will be no extra funds needed. Bruce Walker said he thought he was remembering that David Jones said it will still have to go out to bid. Brenda Smith stated it is still tied in to the original loan with all the ramifications and requirements of that particular loan. Different buckets have different rules. David Jones said we came in under budget for the original planning. We felt that since the money is there we are already working to get the MRI addition anyway and we will have to pay for it somehow, plus our Emergency Room. We found that in our initial planning, we are already at capacity right now whenever it is full. Adding three beds will help us for the future going forward. Pat White stated that having an ER Doctor like we do now, we will have more ER work. Mary Irvin asked about the area where the Mammography and other rooms you are going to add, when you come in for a Mammogram, who will receive you? Will you go to admitting? David Jones said you will register at the front of the hospital and they will take you to that area. Ronnie Festavan said you talked about the $2 million dollars that is left over, are those proprietary funds? David Jones asked if he meant can they only go toward construction. Ronnie Festavan replied yes. David Jones replied yes. Ronnie Festavan asked we can use those up as long as we are building something. David Jones replied yes. Ronnie Festavan thanked him.     2)  Purchase of Surgical Equipment Update:  David Jones reported that the equipment came in a little over a week ago. It is up and running. Dr. Taylor has actually used it. He was the first Doctor to use it. He used it yesterday to do a tubal ligation. Dr. Banda is beside himself with the purchase of it. He joked to Mr. Jones it is going to really make us laugh when Willis Knighton Bossier calls us up and asks us for our machine. Mr. Jones said they can call all they want but it is not leaving our building. Dr. Banda has two surgeries scheduled tomorrow to use the equipment. Pat White commented that it will not sit idle. Brenda Smith noted that Dr. Banda commented at the Christmas party that this puts us about 5years ahead of anything that Willis Knighton has. That is amazing. David Jones stated that he would like to add something in executive session on that if you will remind him of that on strategic planning.      VIII.    1)  Review November 2017 Statistics – Allyson Allums: Allyson Allums presented the November 2017 Statistical Report. There were 67 Admissions and 16 Swing Bed Admissions. Our Average Length of stay was 4.1 days. This is exactly where we want to be. We are a Critical Access Hospital and 96 hours is our goal. This is great. We delivered 6 babies. There were 257 in-patient days for the month. The Average Daily Census was 8.6. On the Average Daily Census, this is strictly in-patient – this does not count the observation or swing-bed. Endoscopies performed in November – 12.   Total Surgeries for November (In-patient – 4 / Outpatient – 6). There were 145 Total E.M.S. runs in November.   The total Emergency Room patients seen – 453. There were 25 Mammograms for November. The Medical & Surgical Clinic saw 1,877 patients. Their Revenue over Expenses – They had $500,032 in Revenue; Expenses – $269,000 for the month. They had a profit of $62,000. The Plain Dealing Clinic saw 701 patients. Their Revenue over Expenses – They had $157,000 in Revenue; Expenses – $82,000 for the month. They had a profit of $7,000. The Benton Clinic saw 286 patients. Their Revenue over Expenses – They had $66,000 in Revenue; Expenses – $24,000 for the month. They had a profit of $3,100 this month. David Jones stated to piggyback on that. We got a bit of good news. We have received a Rural Health Clinic license for Benton. He said he guesses that is the beginning of the end of that whole thing. Mrs. Hughes and Rachel Bouchard have been working diligently for about a year trying to get that, but we have to go through a couple of survey processes before they will release our patient pay. Once that happens the profitability in that clinic will definitely increase. Brenda Smith inquired if any of that would be retro. David Jones replied no.    2)   Review November  2017 Financials – Allyson Allums:  Allyson Allums stated that the Revenue over Expenses for the Hospital – we had $3.6 million in Revenue with $2.1 million in Expenses. Our Bad Debt expense was at 3.6%. Our Days Cash on Hand is at 5. The Hospital had a profit of $158,000 for the month. Our Days in AR – for all four facilities together was at 5l days; the Days in AR for just the Hospital only was 44.3. Our Self-Funded Insurance – she only has numbers up to October because we had an early month and we had not received the numbers from the Insurance Company, but our expenses so far for October were $229,000 and then the Specific Reimbursement was $797 of those claims that are over $60,000. Dakota Robinson noted that previously the first year the limit was $40,000; the second year it was $50,000 and now it is at $60,000. We started a new plan year in October. This is why you only see one graph. For the 2017 plan we had $143,000 in expenses and for 2018 year we had $229,000 and we have had large surgical claims and we have had several employees that have had a lot of expensive surgeries. Our 340B Plan claims – we had with our three pharmacies that we have enrolled so far – we had 141 claims at Walmart; Benzer – 125; Kelly Pharmacy in Plain Dealing we had 46. The Revenue for those 340B – we received $39,000 in revenue from Walmart; almost $25,000 from Benzer, and almost $20,000 from Kelly for a total of $83,500 in total revenue we have received extra in 340B revenue. Allyson asked if there were any question. She stated that she passed out the slides and asked if that is in the format that you want. She asked they would like them larger. The response was that the copy of the slides was acceptable. Ronnie Festavan thanked Allyson and said this was so much better for him because he is a visual person and if he sees it, it makes a lot more sense. Allyson stated she will do this for each meeting. Ronnie Festavan thanked Mr. Chairman.       Pat White made a motion to accept the Statistical and Financial Reports as presented subject to audit. David Norman seconded the motion.  The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None; Absent: None. Abstained: None.  The motion passed.      IX. New Business   1) Ratify Adjustment of Sick Time Buy Back Total:   David Jones stated there needs to be a motion to ratify the Adjustment of the Sick Time Buy Back total change from $59,518.90 to $72,125.41.       Robert Green, Chairman, asked what we can hear.     Kenneth Clay made a motion to ratify the Adjustment of the Sick Time Buy Back Total. Brenda Smith seconded the motion.       Robert Green inquired if there was any discussion.     Robert Green recognized Ronnie Festavan. Ronnie Festavan stated that he sees no value in pointing fingers at anyone or anything, Mr. Jones, but, maybe a simple explanation, because if you look at the minutes that we just approved and talked about this is a set figure and everything, without going too much into detail, he thinks there should be something on the record why we are going back and doing that this way. David Jones stated absolutely. David Jones stated that there was a report that we relied on, that honestly we should have dove into a little further. It is one of those things, when he saw the number, his gut told him the number was way too low. He used information that he was getting from a couple of his department heads to justify the reduction, the drastic reduction, in the amount that he was thinking it should be and what should have happened and what will happen in the future, is this is going to go down to the department head level per employee. And we are going to have them to review every single employee for the future to make sure that a number that we bring to the Board is going to be 1000% correct. Like he said, we relied on a report that we should not have relied on and hind sight, whenever things started going out, a few employees said, well – a matter of fact the way it was caught is one of the persons that was helping process this whole thing noticed she wasn’t in the subtotal. She started questioning then – I didn’t take a single sick day, why is she not in the subtotal? That is how we discovered that. Actually what was excluded from the report was a number of employees that had not used a single hour of sick time. That is why the drastic jump – the $13,000 in the amount there because of the glitch excluded those employees that had not used any sick time.  From that standpoint, it won’t happen again next year. Ronnie Festavan said it sounds to him like Mr. Jones has addressed it and taken care of it. He appreciated that and from this Board member’s perspective, we hold you accountable for attention to detail. David Jones said yes Sir. And, Ronnie Festavan said he knows that Mr. Jones will hold his folks accountable to that same level. David Jones said absolutely. David Jones said he believes it was Mr. Festavan’ s request  – that we graphed out what it has looked like over the last 10 years as far as number of employees and amounts. As you can see, until you look at this it is hard to quantify. Mr. Jones noted to Mr. Festavan that you were at the party and employees – the amount of really graciousness they had for this thing – they start talking about this in February or March. We try to tell them it is not a guarantee.  Don’t know if we are going to be able to do it. Thank goodness we have been able to do it. But, it is something kind of spurns a little interest and a little good will throughout the year as far as those kind of things. We want to do that. Ronnie Festavan said that let him say as the Board member who didn’t question it, but rely on statistics to back up on what we do, especially in the expenditure of funds, he does not think you can’t get any safer than having numbers that quantify what you are doing.  David Jones agreed. Ronnie Festavan said he was very pleased with what he saw and hope that we would seek ways to make this work in the future. He was very complementary of everything and thought it really went well. From his perspective it was worthwhile and he appreciates the effort by staff to make that happen. Ronnie Festavan thanked Mr. Chairman.      Robert Green asked if there were any other comments.      Brenda Smith ask the Christmas party would be covered under the Administrative current activities. David Jones replied yes.        Robert Green asked if there was any further discussion. If not, he would entertain a vote.       The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None; Absent: None. Abstained: None.  The motion passed.     Helen Godfrey-Smith asked to be recognized. Robert Green, Chairman, did so. Helen Godfrey-Smith stated she was not sure that we discussed the financials. We went through the statistics. This is a Statistical Report. The Financials are here. We did both of those in one motion but we have not looked at our financials at all. We did not go over any presentation of these financials. Robert Green noted that Allyson did report on the Revenue and etc. Allyson Allums asked what other details she would like to be reviewed. Helen Godfrey-Smith replied the actual statements. Bruce Walker said we don’t normally go over those in the Board meeting. Robert Green said we can but at the time when we finished and he asked if there was any other questions about the financials at that time, but now we are at New Business. In the future please state what you want. He does not have a problem whatever it takes to satisfy us as Board members to see what we need to do we need to go that effort. Helen Godfrey-Smith said she certainly does not want to express any unrest, but when she hears the actual financial statement themselves, there is one thing to pull some statistics out of the context of these statements but to look at these statements and to help us to know and be clear you know as far as our year to date income, and looking at it from a budget standpoint and budget comparison, where we explore where we said we would be at this time versus where we are and that sort of thing is an important aspect of our ability to be able to make the decisions that we are being ask to make. When we talk about this time buy back, how does all that fit within the overall budget of the Hospital? She knows we have to take that into consideration. She is not trying to delay the Board meeting but she does really want us to, because it will help our audits to make a whole lot more sense if we have a much clearer picture on a month to month basis. Robert Green said he has a suggestion. With everything you are saying, we are going to come to a point when the Finance Committee will make a report. He is suggesting why don’t we do all that in the strategic planning in our Executive Session and bring that forth or along with your report of expectations and what we are going to do to make things to head in the right direction. Helen Godfrey-Smith said they received these reports in the Finance Committee. They get a lot of clarity and she thinks it would make such a difference to the Board to have some of that same clarity. That is all she is asking is that we spend a little more time to look at these numbers. Robert Green stated we get these reports in our packets. Helen Godfrey-Smith said yes we do. Robert Green said at times we have gone down the items. If that is necessary. Ronnie Festavan, asked to be recognized. Robert Green did so. Ronnie Festavan said he agrees with the Board member. He was somewhat under the impression that the graphs mirrored the reports. Is that correct. Allyson said to some degree, it is a summary. Ronnie said you did that for slow learners like him and he appreciates that. But those figures you gave them mirrors what is on the report. Yes. It is just more detail. Allyson Allums said in the past they would mail out the financial statements. It gave you a time period to go through them and gather any questions that you would have. We did the summary of a presentation on the Board and then you could ask any question that you would have. But, if you would like for her to do it in a different format, please tell her and she will do it. Ronnie Festavan said he is just trying to clarify. He is in agreement with the Board member. His first meeting, when she (Allyson Allums) used the graphs and he had the report, he got somewhat lost, because the graphs did not exactly match some of this or he could not find it. So he asked about the graphs. So she gave him the graphs and he was able to follow her great. He felt like he had really accomplished something tonight. He said if there is an item on the agenda, Mr. Chairman, he will agree with the Board member. There probably should be something done with that item or it needs to be incorporated in all into one thing, because we basically, he thinks, what the Board member is saying, we skipped that item on the agenda. That may be a simple fix and he thought you had a great idea about some other things on it. He will leave that up to you. He just wanted to bring that up. Since he may have caused that problem by requesting the graphs. He did not want to do that, but the graphs were certainly helpful to him. He was looking at the graphs as she was going over them and matching them up with his so it was a great help having both documents. He is just hesitant to have her put up one thing and he has another.  Allyson said she understood. Robert Green said we definitely need to be on the same page. Robert Green said in the future we will do one at a time – the Statistics and then the Financials. Anything to make it better. Whatever to make it simple. Allyson said we have done it this way so long, she just needs to know what they want her to do going forward. Robert Green said Mr. Jones will let her know exactly what they will expect and need. She apologized if something was done incorrectly. Helen Godfrey-Smith said it is amazing what the understanding when you look at the budget comparison year to date on page 7. The budget is our financial plan. We have to pay attention to what we plan and look at variances and understand why we are experiencing those variances. If it is something that needs to be done differently, a decision that we need to make. We at least need to talk about them. It is very positive. We have $1 million dollars more variance in revenue. That is positive. She is just saying we need our record. Our minutes should show that we are exploring those variances and understanding why we are experiencing them. Robert Green stated that he agrees with her. Robert Green thinks that they can get together in the strategic planning of the things that we need to do. Anything that gives us more information that we can learn and know what we are doing, he is in agreement with it. Mary Irvin said she would love to be able to do, as a teacher, she calls it her parking lot; she lets her students write something down and they put it on a certain spot and when she can she goes to it and addresses a question. There are questions that she has that she does not always want to ask in the Board meeting, but if she could give the Finance Committee Chairman a little note – could we talk about it next time. She thinks we all have questions about the financials, or the majority of us probably do, but to stop and address each one would be very time consuming and at the retreats it is kind of overwhelming, but just occasionally – I wonder why the days cash on hand – I’m worried about that – what are we going to do to fix that – and send it to them and we could do it as a committee or at a meeting. Helen Godfrey said that Cash on Hand has reduced from 14 to 5. It is good to have the information, but how does that impact our decision, and what should we be addressing related to that, because that is getting tighter. She said that is her point. Robert Green said he didn’t want to sound streetie – but do what you do. Robert Green said bring something to the Board and if it is something that he needs that you know he needs he wants to know.  Helen Godfrey-Smith said thank you for the time. Mary Irvin said it is ok for us to say that; it’s like at church. She wants to do church until church is over – she doesn’t want to be bound to a clock. She doesn’t think any of them are bound to a clock. If we need to do it, let’s do it. It’s o.k. to talk. It was noted that the meeting had run as late as 11:00 o’clock before. Robert Green stated that is nothing new. Sometimes you have to look at what type of meeting you want.        Helen Godfrey-Smith said she has one more comment. Our landscape has changed. That is basically her perspective. When we built and completed that hospital, from a financial standpoint, the landscape has totally shifted from the time we had no mortgage. It’s sort of like household – at home – if you are living in your Momma’s house and she paid for it in 1936. When you buy a lakeside property you are going to have to really look at some things. You are going to have to be more diligent. We have some lakeside property now. We cannot be shallow and we cannot be remiss in not paying attention and being sure. You cannot just go out and get a hospital note. When it is low it is alright – it can come out of one pay check. It may take us four months to come up with a note. Robert Green said we need to make a plan. Helen Godfrey-Smith said that is what she is saying. Brenda Smith said she is so glad she is on the Finance Committee.        2) Election of Board Officers for 2018:     Robert Green stated another year has come around and we are now at the election of officers for the next upcoming year.  We did ask the nominating committee to look at some things, but let it be known that it is available for nominations from anybody on this Board to nominate anyone. He wanted to let you know that is the rule; you can nominate whoever you want or whatever is the pleasure of the Board. He is going to move out of the way and let the Nominating Committee talk and then we will go from there and see what is going on and let us decide where we are going from here. He asked if there were any objections. None were noted.       Brenda Smith stated that she is going to be the spokesperson for the Nominating Committee.  They were appointed in the October meeting – consisting of herself, Helen-Godfrey Smith and Mary Irvin. They have met several times and met with our Caddo Commission Representative and discussed some open communication working with him to fill Board positions. We have met via conference call several times; we have polled existing Board Members to try to find out where we are going and their willingness to serve in whatever capacity. What we’ve done in the past, every year we do this. We do a Chair and a Vice-Chair. One year sitting as Chair is hard to do to change to someone else because you are just getting a good lay of the land and a good working relationship with Administration and then you start all over with someone new again. It was Mr. Jones’ request with the Board’s pleasure, to allow that Chair to continue for two years and that is what we have typically done. This is the end of Brother Green’s two years, except, what normally happens is the Vice-Chair steps up into Chair because you have had two years of learning the ropes, so to speak. Then the Vice-Chair steps up to Chair position and we elect a new Vice-Chair. This time Mrs. White has let it be known that she is not interested at this time. We respect that very much. After polling our Board members who have been here for years and asking their feelings about serving, it is our recommendation that we ask Brother Green to stay on for another year and we would like to have Mary Irvin be nominated for Vice-Chair. That will give her a year of experience and then next year in December will look at this again and see where we are. That is our recommendations. Brenda Smith stated now the floor is open.     Robert Green stated we have heard the Nominating Committee’s recommendations. Helen Godfrey-Smith spoke up and stated that she is going to be the Parliamentarian here and say because this does affect him, we would ask him to recuse himself and allow Mrs. Brenda or Mrs. White to carry this part of the meeting. Brenda Smith said according to Robert’s Rules it is o.k. that he does this. Brenda Smith said she read upon this to make sure. Helen Godfrey-Smith said that is fine. Brenda Smith said as far carrying the election he could not vote for himself. Brenda Smith asked if either candidate would like to speak before we go any further. Mary Irvin said she is at the will of the Board. She has been serving on the Board for an extended period of time – 15 years. She had a young family. Her family – the majority of them are in college now. Her time is changing a little bit as her family changes. She is at the will of the Board. She does enjoy leadership in her school and when she first came on the Board she was involved in more activities, leadership wise, with the different programs that we started here in the hospital. She would be at the will of the Board to serve in that position. She did not think about the fact because some of this is new information. Not brand new but somewhat new, about the fact that if Brother Green is to stay, that he would only be there a year. So you are saying that she would only be in that position a year? Brenda Smith said no. We look it every year in December. We do it every year. It is the Board’s pleasure at that time to decide what to do. Mary Irvin said o.k. Brenda Smith addressed Brother Green. He stated that are some things to look forward to. He stated at the will of the Board, if that is something the Board thinks is necessary at this time, he guesses he would.  We can carry it and discuss it if someone has another idea. He thinks that is the best way to handle it. Brenda Smith asked if there were any other nominations, because the floor is open; is she right? She received a yes. Pat White asked to be recognized. Robert Green did. Pat White stated she was sorry she did not feel she could serve as the Chairman. She has been there for a couple of year before, but with her family having some problems she does not feel that she should tie herself to where she won’t be available to them. That is her reason. She plans to stay with the Board. She has been on the Board for twelve years and has no intension of leaving anytime soon but you never know.  Robert Green asked what needs to be done now. Doug White said someone needs to make a motion.     Brenda Smith made a motion from the Nominating Committee. We therefore move that the two names be entered in as nomination to serve a one year term in those respective positions – Robert Green, Chair and Mary Irvin as Vice-Chair.  Helen Godfrey-Smith seconded the motion.       Robert Green asked if there was any other discussion or any other nomination at this time. Please feel free to say something if you feel like it.         Robert Green stated that one thing we do know that he would like to say for the record – we as a Board, the only power we have is together. That is the conversation Mr. Guth gave to him when he first came. He said the power we have is in this room. No one individual, whether it is the Chairman or whoever, has the power to do anything outside of this room. Whatever we do, we do together.         The vote: Yeas: Pat White, Kenneth Clay, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker. Nays: None; Absent: None. Abstained: Robert T. Green, Jr., Mary Irvin,.  The motion passed.      Robert Green asked Helen Godfrey-Smith when it comes to the Finance Committee report, would she please give the report in the Executive Session since it is for Strategic Planning. He asked if that would be o.k. It was agreed upon.          XI. Administrative Report    1)  NCMC – Current Activities: David Jones reported that last Tuesday night, here at the hospital, first and foremost, he wanted to thank Mrs. Pam Hughes for all the work that she did to set that up. He thinks the day we opened the Hospital in August, she had already had the vision and idea of – wouldn’t it be beautiful to have a Christmas party in here. He didn’t have the heart to tell her at the time that he was not sure if we would be able to afford a Christmas party or not. It went on for a few month and we did some things to ensure that the cost would be minimal and we needed a moral boost. It ws a beautiful setting. He appreciates all the Board members that came. We had a very good turnout. He didn’t have a headcount per se, but there were well over 100 plus people in there. He enjoyed immensely watching the Board being able to hand out the Sick Time Buy Back Checks this year. The employees always come to  him after they are given out saying make sure you tell the Board thank you. You can’t do that from a hundred people at one time and give you the emphasis that it would if you actually see them saying thank you and seeing the look on a lot of their faces how excited they get.  The food was great. In his opinion a good time period. He wanted to also remind the Board tomorrow we are having our annual potluck employee Christmas luncheon. If you want to eat some good food, please come up here. We are going to have some h’orderves from around 11:00 a.m. with the main meal at 12:00 noon. That is always a good time. This year we have spiced it up a little bit. We have some competitions going on. Some dessert, entre’ and an appetizer – there will be a first place awarded between those three. The Residents doctors are going to be the judges. We have kept that secret until right now. We did not want anybody doing any undue influence over the judges. There should be quite a bit of very high quality food to ingest. Everybody likes to see the Board there, and of course we invite the Foundation Board as well. It’s a good time and good comradery to have. The last thing to put on the docket – Mrs. Helen Godfrey-Smith mentioned it, at the last Board meeting or maybe it was a Finance Committee meeting, but in March or April of next year we do want to have another Board Retreat of some sort. That will be here; he knows it sounds like a long time away, but March and April will be here before you know it. We are going to try to get some dates down and some locations and work through the Finance Committee to see, cost wise, where we are at and try to get that scheduled for the Board. David Jones asked if there were any questions or comments. Brenda Smith stated that she would again like to piggyback on the Christmas party. It was very nice Mrs. Pam. Everything was just beautiful. You went over and above in your work and on the decorating and everyone seemed to have a good time. She did get to meet Dr. Banda. He looked much different in a suit and tie than he does in his scrubs. It was a little bit harder to recognize him. She thinks it was a good time; everyone enjoyed it. She tried to get around to as many as possible and let them know how much we appreciate all their dedication and their hard work, because without them, we would not be sitting here. It is them that’s on the front lines every day and doing due diligence to being there. That is why they got that check. Making that a priority to them and letting them know how much we appreciate them. It was beautiful; you all did a wonderful job. She just wanted to thank you and that was a perfect spot. Good idea. A perfect spot to have it. You could see the cars going by on the road and the fountain was lit up in red and it was just so festive and just a beautiful job.  Thank you, thank you!      Robert Green said he wanted to thank all the Board members that were able to come. Thank you for the party. Also, we had the President, from the Caddo Commission there; Mr. Jackson was there.  He thought that was good that he was with us. They have the say so. We can’t put anybody on the Board and we can’t take anyone off. That power relies with them. He was glad to see him there. Helen-Godfrey Smith said she hoped they all appreciate her appropriately for not showing up – she had the flu. The Doctor helped to put her in the bed and commanded her not to leave or go out anywhere, so she did not come.  David Jones commented that we thank you greatly for not coming out. Her heart was here. She really did want to be here. Pat White said she had wanted to be here but she was not moving much that night.     2)  Finance  Committee Report:    This report was deferred and is to be presented in the Executive Session as it is in regard to Strategic Planning.     3)   Foundation:  Mary Coil reported that they have had a good month. They are doing the ornaments that she talked to them about last month. This will go throughout the month of December. We have had a great response on them this year. She thinks that this year there are a lot of factors that go into that. One is because Pam and her crew did such a great job decorating for Christmas. We have a beautiful tree to put those ornaments on and it is very visible for our guests and customers to see. And, another part is just the location. The Volunteer Desk is right when you walk in the door. They are able to drop off their donations through there and we have staff here and they are able to find her. It has been a big change from the construction phase. It is a great way to be able to honor your friends and family. We have a lot of Christmas gifts they are giving this way and also to honor the memory of your loved ones. They definitely like this opportunity to do this at Christmas time. We are thankful they are donating to us, choosing our cause and to be able to remember those that they are remembering at this time of the year. This is the End of Year Giving. We have a push on that and have contacted some of the ones who have always donated in the past reminding them about what we have done all year and keeping up open conversations with them. We are all going good so far.       Brenda Smith noted that there were several people at the party going around the tree looking at the names on the ornaments and trying to find theirs and that kind of stuff. You are right – it was a beautiful location and a place to put them.       Mary Coil said that is all.        Helen Godfrey-Smith asked to be recognized with a question for the Foundation. Robert Green did so. Helen Godfrey- Smith asked Mary Coil if we are planning a Gala. Mary Coil said yes we are planning a Gala. She actually met with two venues today. More to come. We are looking at venues and we are going to listen to bands. If anyone knows of a good band let her know. David Jones said he has sent her one already. She said she knows and she was glad too.  They are looking for a band with a great discount. We are shooting for August. Helen Godfrey-Smith said they have been having her birthday party for years and this year they didn’t do it and it was boring – her birthday was.       Robert Green asked if there were any other questions for Mary Coil. There were none.        XII.   Medical Staff Report  –   1) Recommendations –  Allyson Allums:   Allyson Allums presented the Medical Staff recommendations for the Governing Board approval:     MEDICAL STAFF APPOINTMENTS:     None.      MEDICAL STAFF REAPPOINTMENTS: NONE.   ADVANCE PRACTICE PROFESSIONALS APPOINTMENTS/REAPPOINTMENT: NONE.        EXTENSION REQUEST:  1)   Mark Banks, M.D. – Requests extension pending completion of credential application.        2)   Thomas Siskron, M.D. – Requests extension pending completion of credential application. Physician will need “PAPA” (Physician Assessment) Per By-Laws.        VOLUNTARY RESIGNATIONS:    1)   William L. Norwood, M.D. – Resigns Courtesy Privileges in the field of General Surgeon effective December 1, 2017.     Pat White made a motion to accept the Extension Requests and Voluntary Resignation.  Mary Irvin seconded the motion.       Robert Green asked if there was any discussion.      Brenda Smith asked for Allyson Allums, just for clarification purposed, to explain when these recommendations come to us, the path – Allyson Allums asked if she wanted an explanation of the Credentialing process? Brenda Smith said not the whole thing but when they come to us they have already been through a gamut.    Allyson said they have already been through a gamut. The application has been turned in and we have a Credentialing Coordinator that goes through every piece of information that they have. They check their education, they check everything that they have asked for. It goes the Medical Staff and the Med Executive committee – they have blessed it and then it comes to you. It is for your approval. Brenda Smith thanked Allyson. Robert Green asked if the Chief of Staff sign off. Allyson Allums replied yes. Helen Godfrey-Smith asked if someone is withdrawing privileges, what would that process be. Do they have a right to do that? Allyson asked if they are requesting a Voluntary Resignation – they just tell you that they no longer wish to carry privileges at your hospital and we just stop the process at that time.         Robert Green noted it is time for a vote on the Medical Staff Recommendations.    The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen-Godfrey-Smith, Bruce Walker. Nays: None. Absent: None Abstained: None. The motion carried.        2)               Chief of Staff Comments:    David Jones reported that the Chief of Staff contacted him today. He is off today and has a family commitment and he wanted Mr. Jones to express that everything is going well – nothing out of the normal going on. He didn’t have any major comments. He said he is sorry he missed the Board meeting.       Robert Green asked if the Chief of Staff has an assistant. David Jones stated yes – Dr. McCommon.        XIII. Executive Session  –  Robert Green stated we are at the point to enter into Executive Session. He will need a motion to enter into Executive Session for the purpose of strategic planning.        Pat White made a motion to enter into Executive Session for the purpose of strategic planning. Ronnie Festavan seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen-Godfrey-Smith, Bruce Walker. Nays: None. Absent: None. Abstained: None. The motion carried.        The Executive Session was entered into. No action was taken during the Executive Session.        Ronnie Festavan made a motion to enter back into regular session. Kenneth Clay seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen-Godfrey-Smith, Bruce Walker. Nays: None. Absent: None. Abstained: None. The motion carried.        XIV. Adjourn  –    There being no further business Kenneth Clay made a motion to adjourn. Bruce Walker seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Kenneth Clay, Ronnie Festavan, Mary Irvin, David Norman, Brenda Smith, Helen-Godfrey-Smith, Bruce Walker. Nays: None. Absent: None. Abstained: None. The motion carried.


Meeting adjourned at 7:59 p.m.



North Caddo Medical Center

Vivian, Louisiana